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Document A133TM – 2009Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price

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AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:26:54 on 03/28/2018 under Order No.8282700665 which expires on 02/09/2019, and is not for resale.User Notes: (1782919026)

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ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

AIA Document A201™–2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

AGREEMENT made as of the ________________________ in the year Two Thousand and Eighteen

BETWEEN the Owner:

Town of Groton45 Fort Hill Road=Groton, Connecticut 06340

and the Construction Manager:

TBD

for the following Project:

TBDState Project No. 059-0XXX

The Architect:

TBD

The Owner’s Designated Representative:

Arcadis-U.S., Inc.213 Court StreetMiddletown, CT 06457Attention: John J. Butkus Telephone: (860) 503-1510

The Construction Manager’s Designated Representative:

TBD

The Architect’s Designated Representative:

TBD

The Owner and Construction Manager agree as follows.

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TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 CONSTRUCTION MANAGER’S RESPONSIBILITIES

3 OWNER’S RESPONSIBILITIES

4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

6 COST OF THE WORK FOR CONSTRUCTION PHASE

7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES

8 INSURANCE AND BONDS

9 DISPUTE RESOLUTION

10 TERMINATION OR SUSPENSION

11 MISCELLANEOUS PROVISIONS

12 SCOPE OF THE AGREEMENT

ARTICLE 1 GENERAL PROVISIONS§ 1.1 The Contract DocumentsThe Contract Documents consist of this Agreement, as modified, General Conditions (as such term is defined below), Conditions of the Contract (Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions, if any, prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern.

§ 1.2 Relationship of the PartiesThe Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests and without compromising quality. The Owner shall endeavor to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. It is understood that the Owner will engage the services of a program manager, Arcadis-U.S., Inc. (the "Program Manager"), to perform and provide program management and project oversight services to meet the program management and oversight needs and requirements of the Owner in connection with the design and construction of the Project. Further, it is understood that the Construction Manager will work with and assist the Program Manager.

§ 1.3 General ConditionsFor the Preconstruction Phase, AIA Document A201™–2007, General Conditions of the Contract for Construction, as modified, a copy of which is attached hereto as Exhibit A and made a part hereof (the "General Conditions") shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the

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contract shall be the General Conditions. The term "Contractor" as used in the General Conditions shall mean the Construction Manager. The term "Contract Sum" as used in the General Conditions shall mean the Guaranteed Maximum Price.

ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIESConstruction Manager’s (i) Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2.; and (ii) Construction Phase responsibilities are set forth in Section 2.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The design development, construction documents, bidding and construction phases of the project, respectively, shall commence upon written notice from Owner to Construction Manager.

§ 2.1 Preconstruction Phase§ 2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. As part of Construction Manager’s Preconstruction Phase services, Owner may request that Construction Manager perform value engineering. Such value engineering services shall be considered a part of Preconstruction Phase services whether performed before or after commencement of the Construction Phase

§ 2.1.2 ConsultationThe Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.

§ 2.1.3 When Project requirements in section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities and identify items that could affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner.

§ 2.1.4 Phased ConstructionThe Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction, as required. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues.

§ 2.1.5 Preliminary Cost Estimates§ 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect’s review and Owner’s approval. If the Architect or Construction Manager suggest alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems.

§ 2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Notwithstanding the foregoing, such detailed estimates shall be revised by the Construction Manager not less than monthly. Such estimates shall be provided for the Architect’s

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review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action.

§ 2.1.6 Subcontractors and SuppliersThe Construction Manager shall develop bidders’ interest in the Project.

§ 2.1.7 The Construction Manager shall prepare, for the Architect’s review and the Owner’s approval, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager and consistent with the requirements of the Contract Documents. Upon the establishment of the Guaranteed Maximum Price, which shall include the cost of such items, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereupon accept and assume responsibility for them.

§ 2.1.8 Extent of ResponsibilityThe Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require.

§ 2.1.9 Notices and Compliance with LawsThe Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under the Contract, and with equal employment opportunity programs and other programs as may be required by governmental and quasi governmental authorities for inclusion in the Contract Documents

§ 2.2 Guaranteed Maximum Price Proposal and Contract Time(Paragraph deleted)§ 2.2.1. At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s review and approval. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, including the construction contingency described in Section 2.2.4 and the Construction Manager’s Fee. Contractor waives any claim of any kind or nature, including but not limited to claims for delay, impact, additional compensation, extra cost, extension of time, inaccuracy, misrepresentation, inappropriateness or incompleteness, resulting or arising from or relating to any information provided by Owner pursuant to Section 2.2.1.

§ 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manager, if applicable, shall provide in the Guaranteed Maximum Price for such further development consistent with what is shown on the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.

§ 2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following:

.1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract;

.2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications;

.3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager’s Fee;

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.4 A Project construction schedule including, without limitation the anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and

.5 A date, being a date not less than forty-five (45) days after the date the Guaranteed Maximum Price proposal has been delivered to Owner, by which the Owner must either approve and accept the Guaranteed Maximum Price proposal or reject the Guaranteed Maximum Price proposal.

§ 2.2.4 In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include a construction contingency in an amount equal to three percent (3.0%) of the Cost of the Work determined at the time the Guaranteed Maximum Price is established for the Construction Manager’s exclusive use, subject to Owner’s written approval, to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order or not the basis for a Change Order (the "Construction Contingency").

§ 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.

§ 2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective, but subject to the execution of a Guaranteed Maximum Price Amendment on terms and conditions acceptable to Owner, without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based.

§ 2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase, unless the Owner provides prior written authorization for such costs.

§ 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall cause the Architect to furnish those revised Drawings and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications.

§ 2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed.

§ 2.3 Construction Phase§ 2.3.1 General§ 2.3.1.1 For purposes of Section 8.1.2 of the General Conditions, the date of commencement of the Work shall mean the date of commencement of the Construction Phase as such date is established pursuant to the Notice to Proceed issued by Owner (the "Date of Commencement").

§ 2.3.1.2 The Construction Phase shall commence upon the Owner’s issuance of a Notice to Proceed directing the Construction Manager to commence the Work for the Construction Phase.

§ 2.3.1.3 The Owner and Construction Manager hereby acknowledge and agree that time is of the essence with respect to Construction Manager’s performance of the Work hereunder. On the Date of Commencement, Contractor shall immediately commence performance of the Work and continue to perform the same during the term of this Agreement in accordance with the Project Schedule established by the Guaranteed Maximum Price Amendment, as such Project Schedule may be amended in accordance with the Contract Documents.

§ 2.3.2 Administration§ 2.3.2.1 All portions of the Work shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Construction Manager shall not perform any portions of the Work with its own personnel

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except as may be approved by Owner. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager acknowledges that this Project is a municipal school construction project and that funding may be received in the future from the State of Connecticut pursuant to a school construction grant under Chapter 173 of the Connecticut General Statutes or other possible funding sources. The Construction Manager agrees that any contractual provisions or modifications required by any such funding source shall be incorporated into this Agreement and/or the General Conditions by amendment, and that Construction Manager’s fee and/or Guaranteed Maximum Price will not increase as a result. The Construction Manager shall cooperate, as part of its services provided hereunder, with audits required by any funding source, which cooperation shall include, without limitation, preparation of and production of documentation. Notwithstanding anything to the contrary in this Agreement or the General Conditions, the Construction Manager shall comply with all funding source requirements, including requirements related to Change Orders and procedures related thereto, so as to not jeopardize eligibility for funding and/or reimbursement from any such funding source. Should any funding source deadline be missed due to the fault of Construction Manager, in whole or in part, which renders Owner ineligible for any reimbursement for funding related to the Project, the value of the lost reimbursement will be deducted from Construction Manager’s fee.

§ 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (2) is qualified to perform that portion of the Work, and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner.

§ 2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior written consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below.

§ 2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6.10, then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2.

§ 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect.

§ 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2007.

§ 2.3.2.7 The Construction Manager shall record the progress of the Project. On a not less than monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit periodic written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner.

§ 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its periodic written progress reports to the Owner and Architect, in accordance with Section 2.3.2.7 above.

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§ 2.4 Professional ServicesSection 3.12.10 of the General Conditions shall apply to both the Preconstruction and Construction Phases.

§ 2.5 Unsafe MaterialsSection 10.3 of the General Conditions shall apply to both the Preconstruction and Construction Phases.

ARTICLE 3 OWNER’S RESPONSIBILITIES§ 3.1 Information and Services Required of the Owner§ 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems sustainability and site requirements.

§ 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract.

§ 3.1.3 The Owner shall establish and periodically update the Owner’s budget for the Project. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality.

(Paragraphs deleted)§ 3.2 Owner’s Designated RepresentativeUnless otherwise stated in this Agreement or the General Conditions, the Owner Designated Representative is identified in the introduction to this Agreement and is authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of the General Conditions, the Architect does not have such authority.

§ 3.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. Construction Manager is not responsible for identifying such services, but will assist Owner in implementing such services where appropriate. All costs to implement such services shall be borne by the Owner. Notwithstanding the foregoing, the Construction Manager acknowledges that it is familiar with State of Connecticut requirements, including, without limitation, audit requirements and Construction Manager shall comply with and assist in complying with such requirements as a cost being reimbursed as a Cost of the Work within the Guaranteed Maximum Price. § 3.3 ArchitectThe Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B101 - 2007, Standard Form of Agreement Between Owner and Architect, as amended by Architect and Owner, upon request of Construction Manager. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. from which compensation provisions may be deleted.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES§ 4.1 Compensation§ 4.1.1 For the Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2, the Owner shall compensate the Construction Manager in an amount not-to-exceed $TBD (the "Preconstruction Fee"). The Preconstruction Fee includes all of the Construction Manager’s costs and expenses incurred in the performance of the Preconstruction Phase services and shall consist, in part, of the following: (i) reimbursable expenses, including, without limitation, long-distance telephone charges, travel and mileage, printing and other out-of-pocket expenses, but excluding reproduction and advertising costs; (ii) staffing costs; and (iii) miscellaneous expenses.

§ 4.1.2 In no event shall the Construction Manager be compensated for Construction Manager’s Preconstruction Phase services described in Sections 2.1 and (Paragraphs deleted)

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2.2 in an amount in excess of the Preconstruction Fee.

§ 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed during the XX month Preconstruction Phase Period ending on TBD, through no fault, in whole or in part, of the Construction Manager and/or its subcontractors or consultants, the Construction Manager’s compensation for Preconstruction Phase services shall be equitably adjusted. Such adjustment shall be made based upon the scope of additional services provided and the hourly rates for staff set forth on Exhibit B attached hereto and made a part hereof (the "Hourly Rate Chart").

§ 4.1.4 The Hourly Rate Chart includes all the direct salaries of the Construction Manager’s personnel providing Preconstruction Phase services on the Project and the Construction Manager’s costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.

§ 4.2 Payments§ 4.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.

§ 4.2.2 Payments, or the portion thereof that are not the subject of a good faith dispute, are due and payable upon presentation of the Construction Manager’s invoice to Owner. Amounts, or the portion thereof that are not the subject of a good faith dispute, unpaid forty-five (45) days after the date the invoice is received by Owner shall bear interest at the rate (Paragraphs deleted)of zero percent (0%) per annum.

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES§ 5.1 For the Construction Manager’s performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager’s Fee.

§ 5.1.1 The Construction Manager’s (Paragraphs deleted)Fee shall be a fixed fee equal to XXX percent (XXX%) of the Cost of Work established at the time the Guaranteed Maximum Price is determined and the Guaranteed Maximum Price Amendment is executed. In the event the Cost of the Work exceeds the Guaranteed Maximum Price pursuant to Owner approved Change Orders, the Construction Manager shall, as to such excess Cost of the Work amount, be entitled to (1) increase the Construction Manager’s budget for general conditions and reimbursables costs as set forth on the General Conditions and Reimbursables Costs Spreadsheet (as such term is hereinafter defined in Section 11.5.8) by an amount equal to 0% and (2) increase the Construction Manager’s fee by an amount equal to XXX%.

§ 5.1.2 Subcontractors shall receive no greater than 10% to cover overhead and profit for changes in the Work, but in no case shall the cumulative markups of the Construction Manager and its Subcontractors exceed 20% for any changes in the Work.

(Table deleted)(Paragraphs deleted)§ 5.2 Guaranteed Maximum Price§ 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it may be amended from time to time. pursuant to the Contract Documents. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner.(Paragraphs deleted)

§ 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents.

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§ 5.3 Changes in the Work§ 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make minor changes in the Work as provided in Section 7.4 of the General Conditions. The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work.

§ 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined in accordance with Section 7.3.3 of the General Conditions.

§ 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of cost plus a fee), the term "costs" as used in Section 7.3.7 of the General Conditions shall have the meaning assigned to it in the General Conditions as modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.

§ 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of the General Conditions shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Construction Manager’s Fee as defined in Section 5.1.1 of this Agreement.

§ 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager’s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE§ 6.1 Costs to Be Reimbursed§ 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7.

§ 6.1.2 Where any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain written approval of the Owner prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment.

§ 6.2 Labor Costs§ 6.2.1 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when working out of the Construction Manager’s main office or when stationed at the site with the Owner’s prior approval shall be in accordance with the staff hourly rates set forth on the Hourly Rate Chart and the Staff Matrix, a copy of which is attached hereto as Exhibit B and Exhibit C and made a part hereof (the "Staffing Matrix"). Construction Manager shall provide written evidence to Owner that such wages and salaries are sufficient to cover salary, taxes, insurance, and benefits for such personnel. No additional fee or office overhead cost should be included in the billing rates. Pursuant to Section 6.1.1, Construction Manager shall be reimbursed for the personnel indicated on the Hourly Rate Chart at the indicated hourly rates.

§ 6.2.2 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work and in accordance with the Staffing Matrix.

§ 6.2.3 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such

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costs are based on and not already part of the wages and salaries included in the Cost of the Work under Sections 6.2.1 and 6.2.2.

(Paragraphs deleted)§ 6.3 Subcontract CostsPayments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts approved by Owner, which approval shall not be unreasonably withheld, delayed or conditioned.

§ 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction§ 6.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction.

§ 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items§ 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value.

§ 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager-owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager-owned equipment and quantities of equipment shall be subject to the Owner’s prior approval.

§ 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 6.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, and telephone service at the site.

§ 6.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior written approval and the commercially reasonable requirements established by the Owner regarding, without limitation, retainage and bonding of the storage facility.

(Paragraph deleted)§ 6.6 Miscellaneous Costs§ 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to the Contract. General liability shall be reimbursed at the rate of x% of the Cost of the Work and automobile and worker’s compensation costs are included in such reimbursement for general liability. Payment and performance bonds costs of the Construction Manager shall be reimbursed at a rate equal to x% of the Cost of the Work. Construction Manager shall be reimbursed for Professional Liability Insurance at cost. These premiums and costs are included in the not-to-exceed general conditions and reimbursable costs amount of $X.00 and are provided here as information for billing purposes.

§ 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable.

§ 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay.

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§ 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of the General Conditions or by other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3.§ 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 the General Conditions or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

§ 6.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner’s prior approval.

§ 6.6.7 Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific responsibility in the Contract Documents.

§ 6.6.8 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner’s prior approval, which shall not be unreasonably withheld.

§ 6.6.9 Expenses to provide computers, software and network connections at the Project site.

§ 6.7 Other Costs and Emergencies§ 6.7.1 Other costs incurred in the performance of the Work and required by Construction Manager to meet its obligations under this Agreement if, and to the extent, approved in advance in writing by the Owner.

§ 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of the General Conditions.

§ 6.7.3 Costs of repairing (i) nonconforming Work resulting from a design defect, or (ii) damaged Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others.

§ 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of the General Conditions or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8.

§ 6.8 Costs Not To Be Reimbursed§ 6.8.1 The Cost of the Work shall not include the items listed below:

.1 Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction Manager’s principal office or offices other than the site office, except as specifically provided in Section 6.2; or as may be provided in Article 11

.2 Expenses of the Construction Manager’s principal office and offices other than the site office;

.3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7;

.4 The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital employed for the Work;

.5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract;

.6 Any cost not specifically and expressly described in Sections 6.1 to 6.7;

.7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and

.8 Costs for services incurred during the Preconstruction Phase.

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.9 Any Work which does not comply with the Contract Documents unless and not until such Work is rendered in compliance with the Contract Documents or costs to repair or correct Work that is defective or non-conforming with the Contract Documents except as provided in Section 6.7.3.

§ 6.9 Discounts, Rebates and Refunds§ 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained.

§ 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work.

§ 6.10 Related Party Transactions§ 6.10.1 For purposes of Section 6.10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Construction Manager; any entity in which any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above.

§ 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes in writing the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3.

§ 6.11 Accounting RecordsThe Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner and any funding source. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law or any funding source. The Construction Manager shall provide a complete and clearly labeled digital copy of all records.

ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES§ 7.1 Progress Payments§ 7.1.1 Based upon Applications for Payment submitted to the Owner by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents.

§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month.

§ 7.1.3 Provided that an Application for Payment is received by the Architect and Owner not later than the first (1st) day of a month, the Owner shall make payment of the certified amount to the Construction Manager not later than the thirtieth (30th) day of the same month. If an Application for Payment is received by the Owner after the application

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date fixed above, payment of the certified amount shall be made by the Owner not later than forty-five (45) days after the Owner receives the Application for Payment.

§ 7.1.4 With each Application for Payment, the Construction Manager shall, if applicable, submit receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate the cash disbursements already made by the Construction Manager on account of the Construction Manager’s general conditions reimbursable, as that category is set forth on Exhibit D attached hereto and made a part hereof (the "General Conditions and Direct Work Clarification Chart").

§ 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner shall be used as a basis for reviewing the Construction Manager’s Applications for Payment.

§ 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of the portion of the Work which has actually been completed. or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

§ 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of the General Conditions;

.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing;

.3 Add the Construction Manager’s Fee, less retainage of five percent (5%). The Construction Manager’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1; or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion;

.4 Subtract retainage of five percent (5%) from that portion of the Work that the Construction Manager self-performs;

.5 Subtract the aggregate of previous payments made by the Owner;

.6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and

.7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of the General Conditions.

§ 7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, but in no event less than five percent (5%) and the Construction Manager shall execute subcontracts in accordance with those agreements.

§ 7.1.9 Except with the Owner’s prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 7.1.10 In taking action on the Construction Manager’s Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be

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deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner.

§ 7.1.11 Notwithstanding anything to the contrary herein, the Owner shall be entitled to withhold 200% of the estimated cost of the completion of punch list items as retainage. Said retainage shall be paid within thirty (30) days of completion of the punchlist items in a good and workmanlike manner. Additionally, the Owner shall have the right but not the obligation to complete the punchlist items in the event the Construction Manager has failed to complete same within sixty (60) days after receiving seven (7) days’ advanced written notice from the Owner of such punchlist items. In the event the Owner completes the punchlist items, the Owner shall have the right to apply the reasonable cost of such completion against the Guaranteed Maximum Price.

§ 7.1.12 In the event the Construction Manager fails to pay Subcontractor or suppliers when due and payable, the Owner shall have the right, but not the obligation, to pay any such Subcontractor directly and subtract such amount paid, plus a percentage equal to the Construction Manager’s Fee for such work, from the Guaranteed Maximum Price. Notwithstanding any other provisions to the contrary the Owner shall always be entitled to withhold from payment to the Construction Manager such additional amounts as may be reasonably necessary to protect the Owner from the insolvency of the Construction Manager. Owner’s rights pursuant to sections 7.1.11 or 7.1.12 shall be addition to and not in limitation of any other rights or remedies available to Owner.

§ 7.2 Final Payment§ 7.2.1 Final payment (the "Final Payment"), constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when

.1 the Construction Manager has fully performed the Contract except for the Construction Manager’s responsibility to correct Work as provided in Section 12.2.2 of the General Conditions, and to satisfy other requirements, if any, which extend beyond Final Payment;

.2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and

.3 a final Certificate for Payment has been issued by the Architect.

The Owner’s Final Payment to the Construction Manager shall be made no later than forty-five (45) days after the issuance of the Architect’s final Certificate for Payment. At the time of Final Payment, in addition to the lien waivers and other material to be submitted to the Owner or the Architect as a condition to receiving Final Payment, the Construction Manager, if requested by the Owner, shall deliver a final Sworn Construction Statement, duly executed and acknowledged, showing payment to have been made to all contributors to the Work.

§ 7.2.2 Owner and/or its accountants shall review the Construction Manager’s final cost accounting and provide Construction Manager with a final written report setting forth any disputed costs within thirty (30) days after Owner’s receipt of the accounting. Notwithstanding any dispute over all or a portion of the Final Payment requested by Construction Manager, Owner shall pay Construction Manager all undisputed amounts within the time set forth in Section 7.2.1. Any disputed amounts shall be identified in writing by Owner to Construction Manager and substantiated with appropriate references to the Contract Documents.

§ 7.2.3 If the Owner and/or its accountants report the Cost of the Work as substantiated by the Construction Manager’s final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of the General Conditions. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner and/or its accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect’s final Certificate for Payment.

§ 7.2.4 If, subsequent to Final Payment and at the Owner’s request, the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse

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the Construction Manager such costs and the Construction Manager’s Fee applicable thereto on the same basis as if such costs had been incurred prior to Final Payment, but not in excess of the Guaranteed Maximum Price.

ARTICLE 8 INSURANCE AND BONDS§ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGERFor all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance and the Construction Manager shall provide bonds as set forth in Article 11 of the General Conditions. Such insurance shall be written for not less than the following limits, or greater if required by law.

§ 8.1.1 Construction Manager shall agree to maintain in force at all times during the contract the following minimum coverages and shall name Town of Groton and Arcadis-U.S., Inc. as an Additional Insured on a primary and non-contributory basis to all policies, except Workers Compensation and Professional Liability. All policies should also include a Waiver of Subrogation. Insurance shall be written with Carriers approved in the State of Connecticut and with a minimum AM Best’s Rating of "A-" VIII. In addition, all Carriers are subject to approval by Town of Groton.

(Minimum Limits)General Liability Each Occurrence $1,000,000

General Aggregate $2,000,000Products/Completed Operations Aggregate $2,000,000

Auto Liability Combined Single LimitEach Accident $1,000,000

Umbrella Each Occurrence $9,000,000(Excess liability) Aggregate $9,000,000

Professional Each Occurrence $1,000,000Liability

i. If any policy is written on a "Claims Made" basis, the policy must be continually renewed for a minimum of two (2) years from the completion date of this contract. If the policy is replaced and/or the retroactive date is changed, then the expiring policy must be endorsed to extend the reporting period for claims for the policy in effect during the contract for two (2) years from the completiondate.

ii. Workers’ Compensation andEmployers’ Liability

WC Statutory LimitsEL Each Accident $1,000,000EL Disease Each Employee $1,000,000EL Disease Policy Limit $1,000,000

iii. Original, completed Certificates of Insurance must be presented to Town of Groton Public Works Department prior to contract issuance. Construction Manager agrees to provide replacement/renewal certificates at least 30 days prior to the expiration date of the policies. Should any of the above described policies be cancelled, limits reduced or coverage altered, 30 days written notice must be given to the Town.

iv. Respondent, as a Construction Manager At-Risk, shall determine the insurance coverage amounts it will require of its contractors, with no liability coverage to be less than One Million Dollars ($1,000,000). Such contractor policies shall name the Respondent and Town of Groton as additional insured parties. The Public Works Department and the Town reserves the right to audit the coverage and additional insured endorsements of such policies, though a formal submittal of such insurance certificates to the Town shall not be required.

v. No provision of this paragraph shall be construed or deemed to limit respondent’s obligations under this

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Agreement to pay damages or other costs or expenses.

§ 8.2 INSURANCE REQUIRED OF THE OWNERFor all phases of the Project, the Owner shall bear the risk of loss and shall purchase and maintain builder’s risk, liability and property insurance, including waivers of subrogation, as set forth in Article 11 of the General Conditions. Such insurance shall be written for not less than the following limits, or greater if required by law:

§ 8.2.1 Property Insurance: $100,000 Deductible Per Occurrence $300,000 Aggregate Deductible

§ 8.2.2 Boiler and Machinery insurance with a limit of $100,000. § 8.2.3 Owner shall provide property insurance to cover the value of all owner-supplied equipment, and include the value of such equipment in the builder’s risk insurance policy procured by the Owner for the Project. Construction Manager shall be named as a loss payee on Owner’s builder’s risk policy. Construction Manager shall be provided with a certificate of insurance from the Owner prior to commencement of the construction phase of the work.

§ 8.2.4 If Owner fails to procure the required insurance, Owner shall be deemed self-insured and nonetheless responsible for such loss.

§ 8.3 PERFORMANCE BOND AND PAYMENT BOND§ 8.3.1 The Construction Manager shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager’s usual source, and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to one-hundred percent (100%) of the Contract Sum.

§ 8.3.2 Performance Bond1. The Contractor shall furnish a bond covering faithful performance of the Contract. Surety

shall be qualified to do business in the State of Connecticut, listed on the current U. S. Treasury "T" list, and rated "A-" or better by A. M. Best. The cost of the bond premium shall be included in the Contract Sum. The amount of the bond shall be equal to 100 percent of the Contract Sum.

OR2. In lieu of a Performance Bond, a security in a form acceptable to the Owner (for example,

letter of credit or an assigned passbook) in the amount of 100% of the Contract may be substituted.The Contractor shall deliver the required security to the Owner on the date the agreement is entered into.The Contractor shall require the attorney-in-fact, who executes the required bond on behalf of the surety, to affix thereto a certified and current copy of the power-of-attorney.In the case where add alternates are part of the bid, and where acceptance of any alternates would cause the Contract Sum to exceed the $50,000 threshold, then the price of the alternate shall include the cost of the required bond or security.

§ 8.3.3 Payment Bond1. The Contractor shall furnish a bond covering payment of obligations arising under the terms of the

Contract. Surety shall be qualified to do business in the State of Connecticut, listed on the current U.S. Treasury "T" list, and rated "A-"or better by A.M. Best. The cost of the bond premium shall be included in the Contract Sum. The amount of the bond shall be equal to 100 percent of the Contract Sum.

OR2. In lieu of a Payment Bond, a security in a form acceptable to the Town (for example, a letter of

credit or an assigned passbook) in the amount of 100% of the Contract may be substituted.The Contractor shall deliver the required security to the Owner on the date the Agreement is entered into.The Contractor shall require the attorney-in-fact, who executes the required bond on behalf of

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the surety, to affix thereto a certified copy of the power-of-attorney.

In the case where add alternates are part of the bid, and where acceptance of any alternates would cause the Contract Sum to exceed the $100,000 threshold, then the price of the alternate shall include the cost of the required bond or security.If the total bid (or base bid plus alternates) for the project is $100,000 or less, then in lieu of providing any security listed in Section 8.3.3.2, the Contractor can elect to substitute the following:

1. Provide certified lien waivers from each supplier and subcontractor affirming that they have been paid for work and materials for which previous payment applications were issued by the Owner and payments received by the Contractor.

§ 8.3.4 Non-Resident Contractor Guarantee BondsA Non-Resident Contractor is required to post a Guarantee Bond (form AU-766) or Cash Bond (form AU-72) with the State of Connecticut Department of Revenue Services (DRS) in the amount of 5% of the total contract price. This Bond will secure payment for applicable taxes payable to the State related to this Project. The State will issue a Certificate of Compliance once an acceptable bond has been submitted by the Non-Resident Contractor. This Certificate of Compliance must be provided by the Contractor to the Town prior to the release of the first progress payment under the Contract, or the Town must remit 5% of the total contract value directly to the State. This 5% is in addition to the Project retainage.

Special Notice SN2005(12), published by the State of Connecticut Department of Revenue Services, details the procedures and requirements regarding the Guarantee Bond or Cash Bond. The Special Notice and bond forms can be obtained at the State of Connecticut Department of Revenue Services webpage, www.ct.gov/DRS.

§ 8.3.5 The Construction Manager shall deliver the required bonds to the Owner at least three (3) days before the commencement of any Work at the Project site.

ARTICLE 9 DISPUTE RESOLUTION§ 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of the General Conditions. However, for Claims arising from or relating to the Construction Manager’s Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply.

§ 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of the General Conditions, the method of binding dispute resolution shall be litigation in a court of competent (Paragraphs deleted)jurisdiction in the state courts where the Project is located. For purposes of litigation, Construction Manger consents to the exclusive jurisdiction and venue within the Connecticut Superior Court, Judicial District of New London and the appellate courts applicable thereto.

§ 9.3 Initial Decision MakerThe Owner will serve as the Initial Decision Maker pursuant to Section 15.2 of the General Conditions for Claims arising from or relating to the Construction Manager’s Construction Phase (Paragraphs deleted)services.

ARTICLE 10 TERMINATION OR SUSPENSION§ 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price§ 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven (7) days’ written notice to the Construction Manager for the Owner’s convenience

http://www.ct.gov/DRS

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and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven (7) days’ written notice to the Owner, for the reasons set forth in Section 14.1.1 of the General Conditions.

§ 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section (i) exceed the compensation set forth in Section 4.1; or (ii) include payment for Work not executed and any cost or damages incurred by reason of such termination.

§ 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the (Paragraphs deleted)Construction Manager shall be entitled to receive payment pursuant to Section 14.4.3 of the General Conditions

§ 10.2 Termination Subsequent to Establishing Guaranteed Maximum PriceFollowing execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of the General Conditions.

§ 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of the General Conditions shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement.

§ 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of the General Conditions shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above.

§ 10.3 SuspensionThe Work may be suspended by the Owner as provided in Article 14 of the General Conditions. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of the General Conditions.

ARTICLE 11 MISCELLANEOUS PROVISIONS§ 11.1 Terms in this Agreement shall have the same meaning as those in the General Conditions.

§ 11.2 Ownership and Use of DocumentsSection 1.5 of the General Conditions shall apply to both the Preconstruction and Construction Phases.

§ 11.3 Governing LawSection 13.1 of the General Conditions shall apply to both the Preconstruction and Construction Phases.

§ 11.4 AssignmentThe Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to the extent required by any funding agency or to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement. Except as provided in Section 13.2.2 of the General Conditions, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.

§ 11.5 Other provisions:§ 11.5.1 Except as otherwise provided in the Contract Documents, Construction Manager shall not be responsible for the removal, handling, and disposal of polluted, contaminated, or hazardous materials, including, but not limited to, the abatement and disposal of material containing lead or asbestos; any such work shall be performed by the Owner. Construction Manager shall, however, assist the Owner in coordinating such work with the Construction Manager’s Work under this Agreement.

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§ 11.5.2 The scope of the Project and the Work included in the Guaranteed Maximum Price will be established to avoid any confusion or overlap of responsibilities with third parties performing other work in and around the Project, if any. Owner shall provide Construction Manager with the information necessary to fully understand and evaluate the work being performed by third parties.

§ 11.5.3 While Construction Manager assumes no responsibility for insuring that the Contract Documents specify work, materials, or equipment are in compliance with local building codes, ordinances, or other requirements, the Construction Manager shall be obligated to inform Owner of any noncompliance that they know of.

§ 11.5.4 To the extent they are required, lien waivers shall be furnished to cover only prior payments received by Construction Manager and its subcontractors.

§ 11.5.5 Where work is designated "by others" or "by Owner" or is otherwise not the responsibility of Construction Manager, Construction Manager shall provide management support to Owner in order to assist the Owner in managing and coordinating such work.

§ 11.5.6 The relationship of Construction Manager to Owner shall be that of an independent contractor. Nothing in the Agreement shall be construed to create a fiduciary relationship between Owner and Construction Manager.

§ 11.5.7 Owner shall be responsible for the payment of all permanent utility company charges and connection costs. All permanent utilities shall be established and maintained in the name of the Owner. Notwithstanding the foregoing, the Construction Manager shall, as a Cost of the Work, be responsible for temporary heat, power, and light hookup and utility charges for its own temporary gas and telephone and all associated utilities charges.

§ 11.5.8 Upon establishing the Guaranteed Maximum Price, the general conditions, staffing and reimbursables costs, being an amount not-to-exceed $XXX.00, shall be based upon the appropriations set forth in Exhibit B attached hereto and made a part hereof (the "General Conditions and Reimbursables Costs Spreadsheet") including the staff costs for Construction Phase services set forth on the General Conditions and Direct Work Clarification Chart; provided, however, the Preconstruction Fee and building permit costs are not included in such not-to-exceed amount.

§ 11.5.9 Construction Manager shall not be required to procure or pay for site improvement, landscaping, permit or similar bonds required by the State of Connecticut or the Town of Groton. Such bonds shall be the responsibility of the Owner.

§ 11.5.10 During the Preconstruction Phase a Soils Management and Hazardous Material Abatement Plan shall be developed (the "Abatement Plan"), which Abatement Plan shall be incorporated into this Agreement by amendment. During the Construction Phase the Construction Manager shall, as a Cost of the Work, be responsible for performing the work required by the Abatement Plan.

ARTICLE 12 SCOPE OF THE AGREEMENT§ 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager.

§ 12.2 The following documents comprise the Agreement:

.1 AIA Document A133–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as amended.

§ 12.3 The following exhibits attached to this are part of the Agreement and also comprise the Agreement:

(Paragraph deleted)Exhibit A – General Conditions; AIA Document A201-2007, as amended;Exhibit B – Hourly Rate Chart;Exhibit C – Staffing Matrix;Exhibit D – General Conditions and Direct Work Clarification Chart;

Init.

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Exhibit E – General Conditions and Reimbursables Costs Spreadsheet;Exhibit F – Request for Proposals;Exhibit G – Construction Manager’s Written Proposal

This Agreement is entered into as of the day and year first written above.

Town of Groton TBDOWNER CONSTRUCTION MANAGER

By: By:John Burt - Town Manager TITLE

By:Cindy R. Landry - Director of Finance

By:Gary J. Schneider - Director of Public Works

Additions and Deletions Report forAIA® Document A133TM – 2009

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text.

Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 15:26:54 on 03/28/2018.

Additions and Deletions Report for AIA Document A133™ – 2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:26:54 on 03/28/2018 under Order No.8282700665 which expires on 02/09/2019, and is not for resale.User Notes: (1782919026)

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AGREEMENT made as of the day of ________________________ in the year Two Thousand and Eighteen(In words, indicate day, month and year.)

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(Name, legal status and address)Town of Groton45 Fort Hill Road=Groton, Connecticut 06340

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(Name, legal status and address)

TBD

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(Name and address or location)TBDState Project No. 059-0XXX

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The Architect:(Name, legal status and address)

TBD

The Owner’s Designated Representative:(Name, address and other information)

Arcadis-U.S., Inc.213 Court StreetMiddletown, CT 06457Attention: John J. Butkus Telephone: (860) 503-1510

The Construction Manager’s Designated Representative:(Name, address and other information)

TBD


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The Architect’s Designated Representative:(Name, address and other information)

TBDPAGE 2


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TABLE OF ARTICLESTABLE OF ARTICLES

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12 SCOPE OF THE AGREEMENT

EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT

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The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary as modified, General Conditions (as such term is defined below), Conditions of the Contract (Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions revisions, if any, prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern.

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The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees interests and without compromising quality. The Owner shall endeavor to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. It is understood that the Owner will engage the services of a program manager, Arcadis-U.S., Inc. (the "Program Manager"), to perform and provide program management and project oversight services to meet the program management and oversight needs and requirements of the Owner in connection with the design and construction of the Project. Further, it is understood that the Construction Manager will work with and assist the Program Manager.

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For the Preconstruction Phase, AIA Document A201™–2007, General Conditions of the Contract for Construction, as modified, a copy of which is attached hereto as Exhibit A and made a part hereof (the "General Conditions") shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2007, which document is incorporated herein by reference. the General Conditions. The term "Contractor" as used in A201–2007 shall mean the Construction Manager.the General Conditions shall mean the Construction Manager. The term "Contract Sum" as used in the General Conditions shall mean the Guaranteed Maximum Price.PAGE 3

The Construction Manager’s (i) Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager’s and 2.2.; and (ii) Construction Phase responsibilities are set forth in Section 2.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project.design development, construction documents, bidding and construction phases of the project, respectively, shall commence upon written notice from Owner to Construction Manager.

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§ 2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. As part of Construction Manager’s Preconstruction Phase services, Owner may request that Construction Manager perform value engineering. Such value engineering services shall be considered a part of Preconstruction Phase services whether performed before or after commencement of the Construction Phase

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§ 2.1.3 When Project requirements in Section section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities and identify items that could affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner.

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The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. construction, as required. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues.

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§ 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect’s review and Owner’s approval. If the Architect or Construction Manager suggests suggest alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems.

§ 2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Notwithstanding the foregoing, such detailed estimates shall be revised by the Construction Manager not less than monthly. Such estimates shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. PAGE 4

§ 2.1.7 The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, approval, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Manager and consistent with the requirements of the Contract Documents. Upon the establishment of the Guaranteed Maximum Price, which shall include the cost of such items, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept thereupon accept and assume responsibility for them.

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The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this the Contract, and with equal employment


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opportunity programs, programs and other programs as may be required by governmental and quasi governmental authorities for inclusion in the Contract Documents.Documents

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§ 2.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, including contingencies described in Section 2.2.4, and the Construction Manager’s Fee.

§ 2.2.1. At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s review and approval. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, including the construction contingency described in Section 2.2.4 and the Construction Manager’s Fee. Contractor waives any claim of any kind or nature, including but not limited to claims for delay, impact, additional compensation, extra cost, extension of time, inaccuracy, misrepresentation, inappropriateness or incompleteness, resulting or arising from or relating to any information provided by Owner pursuant to Section 2.2.1.

§ 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manager Manager, if applicable, shall provide in the Guaranteed Maximum Price for such further development consistent with what is shown on the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.PAGE 5

.4 The A Project construction schedule including, without limitation the anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and

.5 A date by which the Owner must accept the Guaranteed Maximum Price. date, being a date not less than forty-five (45) days after the date the Guaranteed Maximum Price proposal has been delivered to Owner, by which the Owner must either approve and accept the Guaranteed Maximum Price proposal or reject the Guaranteed Maximum Price proposal.

§ 2.2.4 In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager’s exclusive use a construction contingency in an amount equal to three percent (3.0%) of the Cost of the Work determined at the time the Guaranteed Maximum Price is established for the Construction Manager’s exclusive use, subject to Owner’s written approval, to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. Order or not the basis for a Change Order (the "Construction Contingency").

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§ 2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective effective, but subject to the execution of a Guaranteed Maximum Price Amendment on terms and conditions acceptable to Owner, without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based.

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§ 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed upon agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly cause the Architect to furnish those revised Drawings and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications.


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§ 2.3.1.1 For purposes of Section 8.1.2 of A201–2007, the General Conditions, the date of commencement of the Work shall mean the date of commencement of the Construction Phase.Phase as such date is established pursuant to the Notice to Proceed issued by Owner (the "Date of Commencement").

§ 2.3.1.2 The Construction Phase shall commence upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal or the Owner’s issuance of a Notice to Proceed, whichever occurs earlier.issuance of a Notice to Proceed directing the Construction Manager to commence the Work for the Construction Phase.

§ 2.3.1.3 The Owner and Construction Manager hereby acknowledge and agree that time is of the essence with respect to Construction Manager’s performance of the Work hereunder. On the Date of Commencement, Contractor shall immediately commence performance of the Work and continue to perform the same during the term of this Agreement in accordance with the Project Schedule established by the Guaranteed Maximum Price Amendment, as such Project Schedule may be amended in accordance with the Contract Documents.

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§ 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager’s own personnel All portions of the Work shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. Construction Manager shall not perform any portions of the Work with its own personnel except as may be approved by Owner. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager acknowledges that this Project is a municipal school construction project and that funding may be received in the future from the State of Connecticut pursuant to a school construction grant under Chapter 173 of the Connecticut General Statutes or other possible funding sources. The Construction Manager agrees that any contractual provisions or modifications required by any such funding source shall be incorporated into this Agreement and/or the General Conditions by amendment, and that Construction Manager’ s fee and/or Guaranteed Maximum Price will not increase as a result. The Construction Manager shall cooperate, as part of its services provided hereunder, with audits required by any funding source, which cooperation shall include, without limitation, preparation of and production of documentation. Notwithstanding anything to the contrary in this Agreement or the General Conditions, the Construction Manager shall comply with all funding source requirements, including requirements related to Change Orders and procedures related thereto, so as to not jeopardize eligibility for funding and/or reimbursement from any such funding source. Should any funding source deadline be missed due to the fault of Construction Manager, in whole or in part, which renders Owner ineligible for any reimbursement for funding related to the Project, the value of the lost reimbursement will be deducted from Construction Manager’s fee.PAGE 6

§ 2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior written consent of the Owner. If the Subcontract is awarded on a cost-plus a cost plus fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below.

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§ 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201–2007. A201-2007.


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§ 2.3.2.7 The Construction Manager shall record the progress of the Project. On a not less than monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit periodic written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner.

§ 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly periodic written progress reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. PAGE 7

Section 3.12.10 of A201–2007 the General Conditions shall apply to both the Preconstruction and Construction Phases.

§ 2.5 Hazardous MaterialsUnsafe MaterialsSection 10.3 of A201–2007 the General Conditions shall apply to both the Preconstruction and Construction Phases.

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§ 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, systems sustainability and site requirements.

§ 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1) the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in the Work materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect.

§ 3.1.3 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner’s other costs, and (3) reasonable contingencies related to all of these costs. Project. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality.

§ 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

§ 3.1.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.

§ 3.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The surveys and legal information shall include, as applicable,


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grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.

§ 3.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

§ 3.1.4.4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services.

The Owner shall identify a representative Unless otherwise stated in this Agreement or the General Conditions, the Owner Designated Representative is identified in the introduction to this Agreement and is authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201–2007, the General Conditions, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative.

§ 3.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. Construction Manager is not responsible for identifying such services, but will assist Owner in implementing such services where appropriate. All costs to implement such services shall be borne by the Owner. Notwithstanding the foregoing, the Construction Manager acknowledges that it is familiar with State of Connecticut requirements, including, without limitation, audit requirements and Construction Manager shall comply with and assist in complying with such requirements as a cost being reimbursed as a Cost of the Work within the Guaranteed Maximum Price.

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The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B133™–2014, B101 - 2007, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition. as amended by Architect and Owner, upon request of Construction Manager. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. from which compensation provisions may be deleted.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICESARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES§ 4.1.1 For the Construction Manager’s Preconstruction Phase services, services described in Sections 2.1 and 2.2, the Owner shall compensate the Construction Manager as follows:in an amount not-to-exceed $TBD (the "Preconstruction Fee"). The Preconstruction Fee includes all of the Construction Manager’s costs and expenses incurred in the performance of the Preconstruction Phase services and shall consist, in part, of the following: (i) reimbursable expenses, including, without limitation, long-distance telephone charges, travel and mileage, printing and other out-of-pocket expenses, but excluding reproduction and advertising costs; (ii) staffing costs; and (iii) miscellaneous expenses.

§ 4.1.2 For the In no event shall the Construction Manager be compensated for Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2:(Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.)

2.2 in an amount in excess of the Preconstruction Fee.


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§ 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within ( ) months of the date of this Agreement, through no fault of the Construction Manager, during the XX month Preconstruction Phase Period ending on TBD, through no fault, in whole or in part, of the Construction Manager and/or its subcontractors or consultants, the Construction Manager’s compensation for Preconstruction Phase services shall be equitably adjusted. Such adjustment shall be made based upon the scope of additional services provided and the hourly rates for staff set forth on Exhibit B attached hereto and made a part hereof (the "Hourly Rate Chart").

§ 4.1.4 Compensation based on Direct Personnel Expense includes The Hourly Rate Chart includes all the direct salaries of the Construction Manager’s personnel providing Preconstruction Phase services on the Project and the Construction Manager’s costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.PAGE 8

§ 4.2.2 Payments Payments, or the portion thereof that are not the subject of a good faith dispute, are due and payable upon presentation of the Construction Manager’s invoice. Amounts unpaid ( ) days after the invoice date invoice to Owner. Amounts, or the portion thereof that are not the subject of a good faith dispute, unpaid forty-five (45) days after the date the invoice is received by Owner shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager.(Insert rate of monthly or annual interest agreed upon.)

% of zero percent (0%) per annum.

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§ 5.1.1 The Construction Manager’s Fee:(State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager’s Fee.)

Fee shall be a fixed fee equal to XXX percent (XXX%) of the Cost of Work established at the time the Guaranteed Maximum Price is determined and the Guaranteed Maximum Price Amendment is executed. In the event the Cost of the Work exceeds the Guaranteed Maximum Price pursuant to Owner approved Change Orders, the Construction Manager shall, as to such excess Cost of the Work amount, be entitled to (1) increase the Construction Manager’s budget for general conditions and reimbursables costs as set forth on the General Conditions and Reimbursables Costs Spreadsheet (as such term is hereinafter defined in Section 11.5.8) by an amount equal to 0% and (2) increase the Construction Manager’s fee by an amount equal to XXX%.

§ 5.1.2 The method of adjustment of the Construction Manager’s Fee for changes in the Work:Subcontractors shall receive no greater than 10% to cover overhead and profit for changes in the Work, but in no case shall the cumulative markups of the Construction Manager and its Subcontractors exceed 20% for any changes in the Work.

§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work:

§ 5.1.4 Rental rates for Construction Manager-owned equipment shall not exceed percent ( %) of the standard rate paid at the place of the Project.

§ 5.1.5 Unit prices, if any:(Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)

§ 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is may be amended from time to time. pursuant to the


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Contract Documents. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner.(Insert specific provisions if the Construction Manager is to participate in any savings.)

§ 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. PAGE 9

§ 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201–2007, General Conditions of the Contract for Construction. The Construction Manager shall the General Conditions. The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work.

§ 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201–2007, General Conditions of the Contract for Construction.in accordance with Section 7.3.3 of the General Conditions.

§ 5.3.3 In calculating adjustments to subcontracts (except those awarded with the Owner’s prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201–2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201–2007 shall have the meanings assigned to them in AIA Document A201–2007 and shall not be the General Conditions shall have the meaning assigned to it in the General Conditions as modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.

§ 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of AIA Document A201–2007 the General Conditions shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Construction Manager’s Fee as defined in Section 5.1 5.1.1 of this Agreement.

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§ 6.1.2 Where any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain this approval written approval of the Owner prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment.

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§ 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner’s prior approval, at off-site workshops.or salaries of the Construction Manager’s supervisory and administrative personnel when working out of the Construction Manager’s main office or when stationed at the site with the Owner’s prior approval shall be in accordance with the staff hourly rates set forth on the Hourly Rate Chart and the Staff Matrix, a copy of which is attached hereto as Exhibit B and Exhibit C and made a part hereof (the "Staffing Matrix"). Construction Manager shall provide written evidence to Owner that such wages and salaries are sufficient to cover salary, taxes, insurance, and benefits for such personnel. No additional fee or office overhead cost should be included in the billing rates. Pursuant to Section 6.1.1, Construction Manager shall be reimbursed for the personnel indicated on the Hourly Rate Chart at the indicated hourly rates.

§ 6.2.2 Wages or and salaries of the Construction Manager’s supervisory and administrative personnel when stationed at the site with the Owner’s prior approval.


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(If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager’s principal or other offices shall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included, whether for all or only part of their time, and the rates at which their time will be charged to the Work.)or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work and in accordance with the Staffing Matrix.

§ 6.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on and not already part of the wages and salaries included in the Cost of the Work under Sections 6.2.1 and 6.2.2.

§ 6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3.

§ 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, with the Owner’s prior approval.

Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts.subcontracts approved by Owner, which approval shall not be unreasonably withheld, delayed or conditioned.PAGE 10

§ 6.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.and telephone service at the site.

§ 6.5.5 That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work.Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior written approval and the commercially reasonable requirements established by the Owner regarding, without limitation, retainage and bonding of the storage facility.

§ 6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior approval.

§ 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract Documents, with the Owner’s prior approval.the Contract. General liability shall be reimbursed at the rate of x% of the Cost of the Work and automobile and worker’s compensation costs are included in such reimbursement for general liability. Payment and performance bonds costs of the Construction Manager shall be reimbursed at a rate equal to x% of the Cost of the Work. Construction Manager shall be reimbursed for Professional Liability Insurance at cost. These premiums and costs are included in the not-to-exceed general conditions and reimbursable costs amount of $X.00 and are provided here as information for billing purposes.PAGE 11

§ 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 the General Conditions or by other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3.


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§ 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201–2007 the General Conditions or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

…

§ 6.6.9 Subject to the Owner’s prior approval, expenses incurred in accordance with the Construction Manager’s standard written personnel policy for relocation and temporary living allowances of the Construction Manager’s personnel required for the Work.Expenses to provide computers, software and network connections at the Project site.

…

§ 6.7.1 Other costs incurred in the performance of the Work and required by Construction Manager to meet its obligations under this Agreement if, and to the extent, approved in advance in writing by the Owner.

§ 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201–2007.the General Conditions.

§ 6.7.3 Costs of repairing or correcting damaged or nonconforming (i) nonconforming Work resulting from a design defect, or (ii) damaged Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others.

§ 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201–2007 the General Conditions or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8.

…

.1 Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction Manager’s principal office or offices other than the site office, except as specifically provided in Section 6.2, 6.2; or as may be provided in Article 11;11

…

.8 Costs for services incurred during the Preconstruction Phase.

.9 Any Work which does not comply with the Contract Documents unless and not until such Work is rendered in compliance with the Contract Documents or costs to repair or correct Work that is defective or non-conforming with the Contract Documents except as provided in Section 6.7.3.

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§ 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes in writing the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3.


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…

The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. Owner and any funding source. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law.law or any funding source. The Construction Manager shall provide a complete and clearly labeled digital copy of all records.

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§ 7.1.1 Based upon Applications for Payment submitted to the Architect Owner by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents.

§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

month.

§ 7.1.3 Provided that an Application for Payment is received by the Architect and Owner not later than the first (1st) day of a month, the Owner shall make payment of the certified amount to the Construction Manager not later than the thirtieth (30th) day of the same month. If an Application for Payment is received by the Architect Owner after the application date fixed above, payment of the certified amount shall be made by the Owner not later than ( ) days after the Architect receives the Application for Payment.(Federal, state or local laws may require payment within a certain period of time.)forty-five (45) days after the Owner receives the Application for Payment.

§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, shall, if applicable, submit receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that the cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, less that portion of those payments attributable to the Construction Manager’s Fee, plus payrolls for the period covered by the present Application for Payment.of the Construction Manager’s general conditions reimbursable, as that category is set forth on Exhibit D attached hereto and made a part hereof (the "General Conditions and Direct Work Clarification Chart").

§ 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect Owner may require. This schedule, unless objected to by the Architect, Owner shall be used as a basis for reviewing the Construction Manager’s Applications for Payment.

§ 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that the portion of the Work which has actually been completed, completed. or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.PAGE 13


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.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201–2007;the General Conditions;

…

.3 Add the Construction Manager’s Fee, less retainage of percent ( %). five percent (5%). The Construction Manager’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 5.1; or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion;

.4 Subtract retainage of percent ( %) five percent (5%) from that portion of the Work that the Construction Manager self-performs;

…

.7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201–2007.the General Conditions.

§ 7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, but in no event less than five percent (5%) and the Construction Manager shall execute subcontracts in accordance with those agreements. PAGE 14

§ 7.1.11 Notwithstanding anything to the contrary herein, the Owner shall be entitled to withhold 200% of the estimated cost of the completion of punch list items as retainage. Said retainage shall be paid within thirty (30) days of completion of the punchlist items in a good and workmanlike manner. Additionally, the Owner shall have the right but not the obligation to complete the punchlist items in the event the Construction Manager has failed to complete same within sixty (60) days after receiving seven (7) days’ advanced written notice from the Owner of such punchlist items. In the event the Owner completes the punchlist items, the Owner shall have the right to apply the reasonable cost of such completion against the Guaranteed Maximum Price.

§ 7.1.12 In the event the Construction Manager fails to pay Subcontractor or suppliers when due and payable, the Owner shall have the right, but not the obligation, to pay any such Subcontractor directly and subtract such amount paid, plus a percentage equal to the Construction Manager’s Fee for such work, from the Guaranteed Maximum Price. Notwithstanding any other provisions to the contrary the Owner shall always be entitled to withhold from payment to the Construction Manager such additional amounts as may be reasonably necessary to protect the Owner from the insolvency of the Construction Manager. Owner’s rights pursuant to sections 7.1.11 or 7.1.12 shall be addition to and not in limitation of any other rights or remedies available to Owner.

§ 7.2.1 Final payment, payment (the "Final Payment"), constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when

.1 the Construction Manager has fully performed the Contract except for the Construction Manager’s responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201–2007, the General Conditions, and to satisfy other requirements, if any, which extend beyond final payment; Final Payment;

…

The Owner’s final payment Final Payment to the Construction Manager shall be made no later than 30 forty-five (45) days after the issuance of the Architect’s final Certificate for Payment, or as follows:

Payment. At the time of Final Payment, in addition to the lien waivers and other material to be submitted to the Owner or the Architect as a condition to receiving Final Payment, the Construction Manager, if requested by the Owner, shall


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deliver a final Sworn Construction Statement, duly executed and acknowledged, showing payment to have been made to all contributors to the Work.

§ 7.2.2 The Owner’s auditors will review and report in writing on the Construction Manager’s final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner’s auditors report to be substantiated by the Construction Manager’s final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201–2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201–2007. The Architect is not responsible for verifying the accuracy of the Construction Manager’s final accounting.Owner and/or its accountants shall review the Construction Manager’s final cost accounting and provide Construction Manager with a final written report setting forth any disputed costs within thirty (30) days after Owner’s receipt of the accounting. Notwithstanding any dispute over all or a portion of the Final Payment requested by Construction Manager, Owner shall pay Construction Manager all undisputed amounts within the time set forth in Section 7.2.1. Any disputed amounts shall be identified in writing by Owner to Construction Manager and substantiated with appropriate references to the Contract Documents.

§ 7.2.3 If the Owner’s auditors Owner and/or its accountants report the Cost of the Work as substantiated by the Construction Manager’s final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201–2007. the General Conditions. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors Owner and/or its accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect’s final Certificate for Payment.

§ 7.2.4 If, subsequent to final payment Final Payment and at the Owner’s request, the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager such costs and the Construction Manager’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, Final Payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager.PAGE 15

§ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGERFor all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance, insurance and the Construction Manager shall provide bonds as set forth in Article 11 of AIA Document A201–2007.the General Conditions. Such insurance shall be written for not less than the following limits, or greater if required by law.

§ 8.1.1 Construction Manager shall agree to maintain in force at all times during the contract the following minimum coverages and shall name Town of Groton and Arcadis-U.S., Inc. as an Additional Insured on a primary and non-contributory basis to all policies, except Workers Compensation and Professional Liability. All policies should also include a Waiver of Subrogation. Insurance shall be written with Carriers approved in the State of Connecticut and with a minimum AM Best’s Rating of "A-" VIII. In addition, all Carriers are subject to approval by Town of Groton.

(Minimum Limits)General Liability Each Occurrence $1,000,000

General Aggregate $2,000,000Products/Completed Operations Aggregate $2,000,000

Auto Liability Combined Single Limit


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Each Accident $1,000,000

Umbrella Each Occurrence $9,000,000(Excess liability) Aggregate $9,000,000

Professional Each Occurrence $1,000,000Liability

(State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA DocumentA201–2007.)i. If any policy is written on a "Claims Made" basis, the policy must be continually renewed for a minimum of two (2) years from the completion date of this contract. If the policy is replaced and/or the retroactive date is changed, then the expiring policy must be endorsed to extend the reporting period for claims for the policy in effect during the contract for two (2) years from the completiondate.Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00)

ii. Workers’ Compensation andEmployers’ Liability

WC Statutory LimitsEL Each Accident $1,000,000EL Disease Each Employee $1,000,000EL Disease Policy Limit $1,000,000

iii. Original, completed Certificates of Insurance must be presented to Town of Groton Public Works Department prior to contract issuance. Construction Manager agrees to provide replacement/renewal certificates at least 30 days prior to the expiration date of the policies. Should any of the above described policies be cancelled, limits reduced or coverage altered, 30 days written notice must be given to the Town.

iv. Respondent, as a Construction Manager At-Risk, shall determine the insurance coverage amounts it will require of its contractors, with no liability coverage to be less than One Million Dollars ($1,000,000). Such contractor policies shall name the Respondent and Town of Groton as additional insured parties. The Public Works Department and the Town reserves the right to audit the coverage and additional insured endorsements of such policies, though a formal submittal of such insurance certificates to the Town shall not be required.

v. No provision of this paragraph shall be construed or deemed to limit respondent’s obligations under this Agreement to pay damages or other costs or expenses.

§ 8.2 INSURANCE REQUIRED OF THE OWNERFor all phases of the Project, the Owner shall bear the risk of loss and shall purchase and maintain builder’s risk, liability and property insurance, including waivers of subrogation, as set forth in Article 11 of the General Conditions. Such insurance shall be written for not less than the following limits, or greater if required by law:

§ 8.2.1 Property Insurance: $100,000 Deductible Per Occurrence $300,000 Aggregate Deductible

§ 8.2.2 Boiler and Machinery insurance with a limit of $100,000. § 8.2.3 Owner shall provide property insurance to cover the value of all owner-supplied equipment, and include the value of such equipment in the builder’s risk insurance policy procured by the Owner for the Project. Construction Manager shall be named as a loss payee on Owner’s builder’s risk policy. Construction Manager shall be provided with a certificate of insurance from the Owner prior to commencement of the construction phase of the work.

§ 8.2.4 If Owner fails to procure the required insurance, Owner shall be deemed self-insured and nonetheless responsible for such loss.


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§ 8.3 PERFORMANCE BOND AND PAYMENT BOND§ 8.3.1 The Construction Manager shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager’s usual source, and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to one-hundred percent (100%) of the Contract Sum.

§ 8.3.2 Performance Bond1. The Contractor shall furnish a bond covering faithful performance of the Contract. Surety

shall be qualified to do business in the State of Connecticut, listed on the current U. S. Treasury "T" list, and rated "A-" or better by A. M. Best. The cost of the bond premium shall be included in the Contract Sum. The amount of the bond shall be equal to 100 percent of the Contract Sum.

OR2. In lieu of a Performance Bond, a security in a form acceptable to the Owner (for example,

letter of credit or an assigned passbook) in the amount of 100% of the Contract may be substituted.The Contractor shall deliver the required security to the Owner on the date the agreement is entered into.The Contractor shall require the attorney-in-fact, who executes the required bond on behalf of the surety, to affix thereto a certified and current copy of the power-of-attorney.In the case where add alternates are part of the bid, and where acceptance of any alternates would cause the Contract Sum to exceed the $50,000 threshold, then the price of the alternate shall include the cost of the required bond or security.

§ 8.3.3 Payment Bond1. The Contractor shall furnish a bond covering payment of obligations arising under the terms of the

Contract. Surety shall be qualified to do business in the State of Connecticut, listed on the current U.S. Treasury "T" list, and rated "A-"or better by A.M. Best. The cost of the bond premium shall be included in the Contract Sum. The amount of the bond shall be equal to 100 percent of the Contract Sum.

OR2. In lieu of a Payment Bond, a security in a form acceptable to the Town (for example, a letter of

credit or an assigned passbook) in the amount of 100% of the Contract may be substituted.The Contractor shall deliver the required security to the Owner on the date the Agreement is entered into.The Contractor shall require the attorney-in-fact, who executes the required bond on behalf of the surety, to affix thereto a certified copy of the power-of-attorney.

In the case where add alternates are part of the bid, and where acceptance of any alternates would cause the Contract Sum to exceed the $100,000 threshold, then the price of the alternate shall include the cost of the required bond or security.If the total bid (or base bid plus alternates) for the project is $100,000 or less, then in lieu of providing any security listed in Section 8.3.3.2, the Contractor can elect to substitute the following:

1. Provide certified lien waivers from each supplier and subcontractor affirming that they have been paid for work and materials for which previous payment applications were issued by the Owner and payments received by the Contractor.

§ 8.3.4 Non-Resident Contractor Guarantee BondsA Non-Resident Contractor is required to post a Guarantee Bond (form AU-766) or Cash Bond (form AU-72) with the State of Connecticut Department of Revenue Services (DRS) in the amount of 5% of the total contract price. This Bond will secure payment for applicable taxes payable to the State related to this


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Project. The State will issue a Certificate of Compliance once an acceptable bond has been submitted by the Non-Resident Contractor. This Certificate of Compliance must be provided by the Contractor to the Town prior to the release of the first progress payment under the Contract, or the Town must remit 5% of the total contract value directly to the State. This 5% is in addition to the Project retainage.

Special Notice SN2005(12), published by the State of Connecticut Department of Revenue Services, details the procedures and requirements regarding the Guarantee Bond or Cash Bond. The Special Notice and bond forms can be obtained at the State of Connecticut Department of Revenue Services webpage, www.ct.gov/DRS.

§ 8.3.5 The Construction Manager shall deliver the required bonds to the Owner at least three (3) days before the commencement of any Work at the Project site.

§ 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201–2007. the General Conditions. However, for Claims arising from or relating to the Construction Manager’s Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply.

§ 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201–2007, the General Conditions, the method of binding dispute resolution shall be as follows:(Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.)

[ ] Arbitration pursuant to Section 15.4 of AIA Document A201–2007

[ ] Litigation in a court of competent jurisdiction

[ ] Other: (Specify)

jurisdiction in the state courts where the Project is located. For purposes of litigation, Construction Manger consents to the exclusive jurisdiction and venue within the Connecticut Superior Court, Judicial District of New London and the appellate courts applicable thereto.PAGE 17

The Architect Owner will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201–2007 the General Conditions for Claims arising from or relating to the Construction Manager’s Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.)

services.

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§ 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven (7) days’ written notice to the Construction Manager for the Owner’s convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven (7) days’ written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201–2007.the General Conditions.

http://www.ct.gov/DRS


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§ 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section (i) exceed the compensation set forth in Section 4.1.4.1; or (ii) include payment for Work not executed and any cost or damages incurred by reason of such termination.

§ 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2:

.1 Take the Cost of the Work incurred by the Construction Manager to the date of termination;

.2 Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and

.3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services.

The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above.

If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination.Construction Manager shall be entitled to receive payment pursuant to Section 14.4.3 of the General ConditionsPAGE 18

Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIA Document A201–2007.the General Conditions.

§ 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201–2007 the General Conditions shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement.

§ 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201–2007 the General Conditions shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager’s Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed.above.

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The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007. the General Conditions. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section


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14.3.2 of AIA Document A201–2007, except that the term "profit" shall be understood to mean the Construction Manager’s Fee as described in Sections 5.1 and 5.3.5 of this Agreement.the General Conditions.

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§ 11.1 Terms in this Agreement shall have the same meaning as those in A201–2007.the General Conditions.

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Section 1.5 of A201–2007 the General Conditions shall apply to both the Preconstruction and Construction Phases.

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Section 13.1 of A201–2007 the General Conditions shall apply to both the Preconstruction and Construction Phases.

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The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to the extent required by any funding agency or to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201–2007, the General Conditions, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.

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§ 11.5.1 Except as otherwise provided in the Contract Documents, Construction Manager shall not be responsible for the removal, handling, and disposal of polluted, contaminated, or hazardous materials, including, but not limited to, the abatement and disposal of material containing lead or asbestos; any such work shall be performed by the Owner. Construction Manager shall, however, assist the Owner in coordinating such work with the Construction Manager’s Work under this Agreement.

§ 11.5.2 The scope of the Project and the Work included in the Guaranteed Maximum Price will be established to avoid any confusion or overlap of responsibilities with third parties performing other work in and around the Project, if any. Owner shall provide Construction Manager with the information necessary to fully understand and evaluate the work being performed by third parties.

§ 11.5.3 While Construction Manager assumes no responsibility for insuring that the Contract Documents specify work, materials, or equipment are in compliance with local building codes, ordinances, or other requirements, the Construction Manager shall be obligated to inform Owner of any noncompliance that they know of.

§ 11.5.4 To the extent they are required, lien waivers shall be furnished to cover only prior payments received by Construction Manager and its subcontractors.

§ 11.5.5 Where work is designated "by others" or "by Owner" or is otherwise not the responsibility of Construction Manager, Construction Manager shall provide management support to Owner in order to assist the Owner in managing and coordinating such work.

§ 11.5.6 The relationship of Construction Manager to Owner shall be that of an independent contractor. Nothing in the Agreement shall be construed to create a fiduciary relationship between Owner and Construction Manager.

§ 11.5.7 Owner shall be responsible for the payment of all permanent utility company charges and connection costs. All permanent utilities shall be established and maintained in the name of the Owner. Notwithstanding the foregoing, the Construction Manager shall, as a Cost of the Work, be responsible for temporary heat, power, and light hookup and utility charges for its own temporary gas and telephone and all associated utilities charges.


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§ 11.5.8 Upon establishing the Guaranteed Maximum Price, the general conditions, staffing and reimbursables costs, being an amount not-to-exceed $XXX.00, shall be based upon the appropriations set forth in Exhibit B attached hereto and made a part hereof (the "General Conditions and Reimbursables Costs Spreadsheet") including the staff costs for Construction Phase services set forth on the General Conditions and Direct Work Clarification Chart; provided, however, the Preconstruction Fee and building permit costs are not included in such not-to-exceed amount.

§ 11.5.9 Construction Manager shall not be required to procure or pay for site improvement, landscaping, permit or similar bonds required by the State of Connecticut or the Town of Groton. Such bonds shall be the responsibility of the Owner.§ 11.5.10 During the Preconstruction Phase a Soils Management and Hazardous Material Abatement Plan shall be developed (the "Abatement Plan"), which Abatement Plan shall be incorporated into this Agreement by amendment. During the Construction Phase the Construction Manager shall, as a Cost of the Work, be responsible for performing the work required by the Abatement Plan.PAGE 19

.1 AIA Document A133–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum PricePrice, as amended.

.2 AIA Document A201–2007, General Conditions of the Contract for Construction.3 AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed, or the following:§ 12.3 The following exhibits attached to this are part of the Agreement and also comprise the Agreement:

.4 AIA Document E202™–2008, Building Information Modeling Protocol Exhibit, if completed, or the following:Exhibit A – General Conditions; AIA Document A201-2007, as amended;Exhibit B – Hourly Rate Chart;Exhibit C – Staffing Matrix;Exhibit D – General Conditions and Direct Work Clarification Chart; .5 Other documents:Exhibit E – General Conditions and Reimbursables Costs Spreadsheet;(List other documents, if any, forming part of the Agreement.)Exhibit F – Request for Proposals;Exhibit G – Construction Manager’s Written Proposal

This Agreement is entered into as of the day and year first written above.

Town of Groton TBDOWNER CONSTRUCTION MANAGER

By: By:John Burt - Town Manager TITLE

OWNER (Signature) CONSTRUCTION MANAGER (Signature)


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(Printed name and title) (Printed name and title)

By:Cindy R. Landry - Director of Finance

By:Gary J. Schneider - Director of Public Works

AIA Document D401™ – 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:26:54 on 03/28/2018 under Order No.8282700665 which expires on 02/09/2019, and is not for resale.User Notes: (1782919026)

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Certification of Document’s AuthenticityAIA® Document D401™ – 2003

I, John J. Butkus, AIA, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 15:26:54 on 03/28/2018 under Order No. 8282700665 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A133™ – 2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report.

_____________________________________________________________(Signed)

_____________________________________________________________(Title)

_____________________________________________________________(Dated)